Results of Operations and Financial Condition. On August 6, 2026, Ocugen, Inc (the “Company”) issued a press release announcing certain financial results for the quarter ended June 30, 2026. The Company has scheduled a conference call and webcast for 8:30 a.m. Eastern Time on August 6, 2026, to discuss these financial results and business updates. The Company will use presentation materials in connection with the conference call and webcast, which presentation materials will be posted on the…

Chief Accounting Officer — Ramesh Ramachandran: The Chief Accounting Officer resigned and was replaced by the existing Chief Financial Officer.

of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the additional notes to the initial purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchaser to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Compa…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously reported, on May 7, 2026, Ocugen, Inc. (the “Company”) completed the closing under its previously announced private offering (the “offering”) of $115.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034 (the “notes”). The notes were issued pursuant to an indenture, dated May 7, 2026 (the “Indenture”), between the Company and U.S. Bank Trus…

Chief Medical Officer — Huma Qamar, M.D., MPH, CMI: Dr. Huma Qamar separated from the Company as its Chief Medical Officer.

Unregistered Sales of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

is an estimate based on information available to management as of the date of this Current Report on Form 8-K, has not been reviewed or audited by the Company’s independent registered accounting firm, and is subject to change. It is possible that the final results may differ from the preliminary unaudited information provided, including differences due to the completion of the financial closing procedures; changes in facts, circumstances and/or assumptions and/or developments in the interim.…

Termination of a Material Definitive Agreement. The information set forth under

Entry Into a Material Definitive Agreement. Indenture and Notes On May 7, 2026, Ocugen, Inc. (the “Company”) completed its previously announced private offering (the “offering”) of $115.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034 (the “notes”). The notes were issued pursuant to an indenture, dated May 7, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The notes are general unsecured obligations of t…

Unregistered Sales of Equity Securities. The information set forth under

Results of Operations and Financial Condition. On May 5, 2026, Ocugen, Inc (the “Company”) issued a press release announcing certain financial results for the quarter ended March 31, 2026. The Company has scheduled a conference call and webcast for 8:30 a.m. Eastern Time on May 5, 2026, to discuss these financial results and business updates. The Company will use presentation materials in connection with the conference call and webcast, which presentation materials will be posted on the Compa…

Other Events. On May 5, 2026, the Company announced the pricing of its previously announced private offering (the “Offering”) of $115.0 million aggregate principal amount of 6.75% Convertible Senior Notes due 2034 (the “Notes”). The Company has also granted to Oppenheimer & Co. Inc. (the “Initial Purchaser”) an option to purchase, for settlement within a 13-day period from the date of initial issuance of the Notes, up to an additional $15.0 million aggregate principal amount of the Notes. The…

Results of Operations and Financial Condition. On May 4, 2026, Ocugen, Inc. (the “Company”) announced its intention to offer, subject to market conditions and other factors, $115 million aggregate principal amount of convertible senior notes due 2034 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Offering”). In connection with the Offering, the Company provided the disclosure attached…

of this Form 8-K, including Exhibit 99.1, attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), nor shall it be deemed incorporated by reference in any filing with the U.S. Securities and Exchange Commission, whether made by the Comp…

Other Events. As previously disclosed, in August 2025, Ocugen, Inc. (“Ocugen”) closed a registered direct offering, pursuant to a securities purchase agreement with an institutional investor (the “Investor”), for the purchase and sale of 20,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), and warrants to purchase up to an aggregate of 20,000,000 shares of Common Stock. On March 12, 2026, the Investor purchased 10,000,000 shares of Common Stock upon the partial exerc…

Other Events. On February 12, 2026, Ocugen, Inc. (the “Company”) filed a petition (the “Petition”) in the Court of Chancery of the State of Delaware pursuant to Section 205 of the Delaware General Corporation Law (the “DGCL”) seeking validation of the Certificate of Amendment (as defined below), increasing the Company’s number of authorized shares of common stock, and all shares of the Company’s common stock issued in reliance on the effectiveness and validity thereof. Concurrently with the f…

Results of Operations and Financial Condition. On March 4, 2026, Ocugen, Inc. (the “Company”) issued a press release announcing certain financial results for the fourth quarter and the fiscal year ended December 31, 2025. The Company has scheduled a conference call and webcast for 8:30 a.m. Eastern Time on March 4, 2026, to discuss these financial results and business updates. The Company will use presentation materials in connection with the conference call and webcast, which presentation ma…

Chief Financial Officer and Principal Financial Officer — Rita Johnson-Greene: The company appointed Rita Johnson-Greene as the Chief Financial Officer and Principal Financial Officer.

Other Events. On January 22, 2026, the Company closed the Offering and anticipates the proceeds from the Offering will extend its cash runway into the fourth quarter of 2026. Cautionary Note Regarding Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the Company’s anticipated cash runway. The risks and unce…

Other Events. On January 21, 2026, the Company issued a press release announcing it had priced the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Cautionary Note Regarding Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements relat…

Entry into a Material Definitive Agreement. On January 20, 2026, Ocugen, Inc. (the “ Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with Oppenheimer & Co. Inc. (the “ Underwriter ”), pursuant to which the Company agreed to issue and sell to the Underwriter, in an offering (the “ Offering ”) 15,000,000 shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), at an offering price of $1.50 per share (the “ Offering Price ”). The…

The filing details an equity award to the CEO, which is a compensation matter.

Results of Operations and Financial Condition. On November 5, 2025, Ocugen, Inc. (the "Company") issued a press release announcing certain financial results for the quarter ended September 30, 2025. The Company has scheduled a conference call and webcast for 8:30 a.m. Eastern Time on November 5, 2025, to discuss these financial results and business updates. The Company will use presentation materials in connection with the conference call and webcast, which presentation materials will be post…

Termination of a Material Definitive Agreement. As previously disclosed, on June 22, 2025, Ocugen, Inc. (“Ocugen” or the “Company”) and OrthoCellix, Inc., a Delaware corporation and wholly-owned subsidiary of the Company to which the Company has contributed the assets related to the Company’s Neocart product candidate (“OrthoCellix”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Ocugen, OrthoCellix, Carisma Therapeutics Inc., a Delaware corporation (“Car…